SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ho David H Y

(Last)

(First)

(Middle)

5500 WAYZATA BLVD., SUITE 800

(Street)

GOLDEN VALLEY

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENTAIR INC [ PNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/28/2012		A⁽¹⁾		2,936	A	⁽¹⁾	2,936⁽²⁾	D
Common Shares	09/28/2012		F⁽³⁾		881	D	$44.51	2,055	D
Common Shares - Deferral Plan	09/28/2012		A⁽¹⁾		1,338.284	A	⁽¹⁾	1,338.284⁽⁴⁾	I	Plan Agent

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units (Deferred Compensation)	⁽⁵⁾	09/28/2012		A⁽¹⁾		14,350.546		⁽⁶⁾	⁽⁶⁾	Common Shares	14,350.546	⁽¹⁾	14,350.546	I	Plan Agent
Nonqualified Stock Option (right to buy)	$33.38	09/28/2012		A⁽¹⁾		10,000		⁽⁷⁾	05/03/2017	Common Shares	10,000	⁽¹⁾	10,000	D
Nonqualified Stock Option (right to buy)	$34.18	09/28/2012		A⁽¹⁾		10,000		⁽⁷⁾	01/02/2018	Common Shares	10,000	⁽¹⁾	10,000	D
Nonqualified Stock Option (right to buy)	$24.78	09/28/2012		A⁽¹⁾		17,200		⁽⁷⁾	01/02/2019	Common Shares	17,200	⁽¹⁾	17,200	D
Nonqualified Stock Option (right to buy)	$33.38	09/28/2012		A⁽¹⁾		6,140		⁽⁷⁾	01/04/2020	Common Shares	6,140	⁽¹⁾	6,140	D
Nonqualified Stock Option (right to buy)	$36.98	09/28/2012		A⁽¹⁾		4,242		⁽⁷⁾	01/03/2021	Common Shares	4,242	⁽¹⁾	4,242	D
Nonqualified Stock Option (right to buy)	$34.12	09/28/2012		A⁽¹⁾		6,332		09/28/2012⁽⁷⁾	01/03/2022	Common Shares	6,332	⁽¹⁾	6,332	D

Explanation of Responses:

1. Common stock and derivative securities of Pentair Ltd. ("the Issuer") were acquired pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among Pentair, Inc., Tyco International Ltd., the Issuer, Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, Pentair, Inc. became a wholly owned subsidiary of the Issuer, and each share of Pentair, Inc. common stock was converted into one Issuer common share. Derivative securities relating to Pentair, Inc. common stock were converted into derivative securities relating to an equal number of Issuer common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable).

2. Includes 2,936 shares issued in settlement of restricted stock units that vested in connection with the closing of the merger.

3. Shares surrendered to pay taxes applicable to vesting of restricted stock.

4. Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

5. Phantom stock units convert into common shares on a one-for-one basis.

6. Settlement of phantom stock units will be in Pentair common shares in accordance with reporting person's irrevocable election.

7. All options are vested and exercisable.

Remarks:

Issuer Name and Ticker Symbol: Pentair Ltd. [PNR]

	/s/ John K. Wilson, Attorney-in-Fact for David H. Y. Ho	10/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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